Question 1

Singapore Company vs Limited Partnership (LP)?

Achibiz · Accepted Answer

Comparison of Singapore Company vs Limited Partnership (LP)

Click here to view the comparison of Singapore Business Entities & Firms (In PDF).

Click here to view the Advantages & Disadvantages / Pros & Cons of all types of Business Entities & Firms in Singapore. (In PDF)

Features	Company	Limited Partnership (LP)
Introduction	One of the most preferred corporate vehicle for wider range of business journey	Often used as investment vehicle for large projects requiring substantial source of cash
Suitability of Business Vehicle	Suitable for carrying all types of business activities including professional services	Flexibility for allowing a diversification of a portfolio
Definition	A business form which is a legal entity separate and distinct from its shareholders and directors	A partnership consisting of two or more persons, with at least one general partner and one limited partner
Ownership or Owners	Exempt Private Company – 20 members or less and no corporation holds beneficial interest in the company’s shares Private Company – 50 members or less Public Company – can have more than 50 members	At least 2 partners; one general partner and one limited partner. No maximum limit.
Legal Identity or Status	A separate legal entity from its members and directors Members have limited liability Can sue or be sued in company’s name Can own property in company’s name Members not personally liable for debts and losses of company	Not a separate legal entity General partner has unlimited liability Limited partner has limited liability Can probably sue or be sued in firm’s name Cannot own property in firm’s name General partner personally liable for debts and losses of the LP Limited partner not personally liable for the debts or obligations of LP beyond amount of his agreed contribution
Requirements For Registration or Formation or Incorporation	Minimum of one share. Minimum Paid-up capital is S$1 (SGD One Only) At least one shareholder. At least one director ordinarily resident in Singapore, at least 18 years old. If a foreigner wishes to act as a local director of the company, he can apply for an EntrePass from the Ministry of Manpower (MOM). Undischarged bankrupts cannot be a director and cannot manage a company without approval from the Court or the Official Assignee.	At least one general partner and limited partner. Both can be individuals (at least 18 years old) or body corporate (company or LLP). If all general partners are ordinarily resident outside Singapore, they must appoint a local manager who is ordinarily resident in Singapore. Self-employed persons must top up their Medisave account with the CPF Board before they register as a partner of a new LP, become a registered partner of an existing LP, or renew their LP registration. Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee.
Easiness of Registration	An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days	An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days
Level of Fees for Registration	High when comparing to other form of business vehicles	Low set up costs among all business vehicles
Renewal Costs	Perpetual succession hence renewal is not applicable	Low costs for renewal
Perception of Business by the Public	Regarded more trust worthy and credibility	Regarded moderate trust worthy and credibility
Funding Opportunities	Avenue for equities from members including venture capital funding. Obtaining financial loans is relatively easier compared to other form of businesses.	Obtaining loans from banks is only by mortgaging the personal assets of the partners.
Yearly Statutory Obligations	Must appoint a company secretary within 6 months of incorporation. Must appoint an auditor within 3 months after incorporation, unless the company is exempt from audit requirements. Annual returns must be filed. Statutory requirements for general meetings, directors, company secretary, share allotments must be complied with.	Yearly renewals (one year or three years) CPF Medisave Top-Up required before they can renew LP
Taxation	Profits taxed at corporate tax rates	Profits taxed at partners' personal income tax rates (if individual) / corporate tax rate (if corporation)
Taxation Form	ECI & Form C or C-S	Form P for Partnership & Form B for respective Partners
GST Implication	GST obligation is at entity level based on own turnover	Based on combined turnover of all partnership businesses with the same composition (structure) of partners
Perpetual Existence in Law	A company has perpetual succession until wound up or struck off.	Existence subject to partnership agreement. If there is no limited partner, the LP registration will be suspended and general partners are deemed registered under the Business Registration Act. Once a new limited partner is appointed, the registration of the LP will be restored to “live” and general partners’ registration under the Business Registration Act ceases.
Transfer of Ownership	Ownership can be transferred by sale and purchase of shares	Partners or corporate bodies can be changed
Closing the Business or Deregistration	Winding Up – Voluntarily by members or creditors, compulsorily by the High Court Striking off	By general partner - Cessation of business or dissolution of LP Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct

Question 2

Singapore Company vs Limited Partnership (LP)?

Achibiz · Accepted Answer

Comparison of Singapore Company vs Limited Partnership (LP)

Click here to view the comparison of Singapore Business Entities & Firms (In PDF).

Click here to view the Advantages & Disadvantages / Pros & Cons of all types of Business Entities & Firms in Singapore. (In PDF)

Features	Company	Limited Partnership (LP)
Introduction	One of the most preferred corporate vehicle for wider range of business journey	Often used as investment vehicle for large projects requiring substantial source of cash
Suitability of Business Vehicle	Suitable for carrying all types of business activities including professional services	Flexibility for allowing a diversification of a portfolio
Definition	A business form which is a legal entity separate and distinct from its shareholders and directors	A partnership consisting of two or more persons, with at least one general partner and one limited partner
Ownership or Owners	Exempt Private Company – 20 members or less and no corporation holds beneficial interest in the company’s shares Private Company – 50 members or less Public Company – can have more than 50 members	At least 2 partners; one general partner and one limited partner. No maximum limit.
Legal Identity or Status	A separate legal entity from its members and directors Members have limited liability Can sue or be sued in company’s name Can own property in company’s name Members not personally liable for debts and losses of company	Not a separate legal entity General partner has unlimited liability Limited partner has limited liability Can probably sue or be sued in firm’s name Cannot own property in firm’s name General partner personally liable for debts and losses of the LP Limited partner not personally liable for the debts or obligations of LP beyond amount of his agreed contribution
Requirements For Registration or Formation or Incorporation	Minimum of one share. Minimum Paid-up capital is S$1 (SGD One Only) At least one shareholder. At least one director ordinarily resident in Singapore, at least 18 years old. If a foreigner wishes to act as a local director of the company, he can apply for an EntrePass from the Ministry of Manpower (MOM). Undischarged bankrupts cannot be a director and cannot manage a company without approval from the Court or the Official Assignee.	At least one general partner and limited partner. Both can be individuals (at least 18 years old) or body corporate (company or LLP). If all general partners are ordinarily resident outside Singapore, they must appoint a local manager who is ordinarily resident in Singapore. Self-employed persons must top up their Medisave account with the CPF Board before they register as a partner of a new LP, become a registered partner of an existing LP, or renew their LP registration. Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee.
Easiness of Registration	An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days	An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days
Level of Fees for Registration	High when comparing to other form of business vehicles	Low set up costs among all business vehicles
Renewal Costs	Perpetual succession hence renewal is not applicable	Low costs for renewal
Perception of Business by the Public	Regarded more trust worthy and credibility	Regarded moderate trust worthy and credibility
Funding Opportunities	Avenue for equities from members including venture capital funding. Obtaining financial loans is relatively easier compared to other form of businesses.	Obtaining loans from banks is only by mortgaging the personal assets of the partners.
Yearly Statutory Obligations	Must appoint a company secretary within 6 months of incorporation. Must appoint an auditor within 3 months after incorporation, unless the company is exempt from audit requirements. Annual returns must be filed. Statutory requirements for general meetings, directors, company secretary, share allotments must be complied with.	Yearly renewals (one year or three years) CPF Medisave Top-Up required before they can renew LP
Taxation	Profits taxed at corporate tax rates	Profits taxed at partners' personal income tax rates (if individual) / corporate tax rate (if corporation)
Taxation Form	ECI & Form C or C-S	Form P for Partnership & Form B for respective Partners
GST Implication	GST obligation is at entity level based on own turnover	Based on combined turnover of all partnership businesses with the same composition (structure) of partners
Perpetual Existence in Law	A company has perpetual succession until wound up or struck off.	Existence subject to partnership agreement. If there is no limited partner, the LP registration will be suspended and general partners are deemed registered under the Business Registration Act. Once a new limited partner is appointed, the registration of the LP will be restored to “live” and general partners’ registration under the Business Registration Act ceases.
Transfer of Ownership	Ownership can be transferred by sale and purchase of shares	Partners or corporate bodies can be changed
Closing the Business or Deregistration	Winding Up – Voluntarily by members or creditors, compulsorily by the High Court Striking off	By general partner - Cessation of business or dissolution of LP Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct